0001104659-05-010137 Sample Contracts

CREDIT AGREEMENT dated as of December 22, 2004, by and among TUESDAY MORNING, INC., as Borrower,
Credit Agreement • March 9th, 2005 • Tuesday Morning Corp/De • Retail-variety stores • New York

CREDIT AGREEMENT, dated as of December 22, 2004, by and among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), TUESDAY MORNING CORPORATION, a Delaware corporation (the “Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Holdings”), the lenders who are or may become a party to this Agreement (collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders (the “Administrative Agent”), WELLS FARGO BANK, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, U.S. BANK NATIONAL ASSOCIATION and SOVEREIGN BANK, as Co-Documentation Agents, WACHOVIA CAPITAL MARKETS, LLC as a Co-Lead Arranger and Sole Book Manager, and WELLS FARGO BANK, N.A. as a Co-Lead Arranger.

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